UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : December 21, 2004

Union Pacific Railroad Company

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-6146

94-6001323

(State or Other

Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


1400 Douglas Street, Omaha, Nebraska		68179
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (402) 544-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On December 21, 2004, Union Pacific Corporation (the “Company”), the corporate parent of Union Pacific Railroad Company, issued a press release announcing a non-cash asbestos charge and updating the Company’s earnings guidance for the fourth quarter of 2004. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 21, 2004


UNION PACIFIC RAILROAD COMPANY

By:		/s/ Robert M. Knight, Jr.
		Robert M. Knight, Jr. Executive Vice President – Finance and Chief Financial Officer

EXHIBIT INDEX


Exhibit		Description

99.1		Press Release of Union Pacific Corporation dated December 21, 2004.

UNION PACIFIC RAILROAD CO/DE 8-K